AMENDED AND RESTATED SELLER WARRANT AGREEMENT

Exhibit 10.48 AMENDED AND RESTATED SELLER WARRANT AGREEMENT THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT AND UNDER ANY RELEVANT STATE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. Warrant No. 3 Cusip # 016275 12 5      THIS AMENDED AND RESTATED SELLER WARRANT AGREEMENT ("Agreement" or "Warrant Agreement") is made as of this 29th day of August, 2008, between Alion Science and Technology Corporation, a Delaware corporation (the "Company"), Alion Science and Technology Corporation Employee Ownership, Savings and Investment Trust (the "Trust") (for the purposes of Sections 6, 7, 15 and 17 through 25 of this Agreement only) and Illinois Institute of Technology, an Illinois not-for-profit corporation ("IIT").      WHEREAS, the Company and IIT Research Institute, an Illinois not-for-profit corporation affiliated with and controlled by IIT ("IITRI") entered into that certain Fourth Amended and Restated Asset Purchase Agreement dated November 18, 2002 (as amended, the "Purchase Agreement"), pursuant to which IITRI sold to the Company and the Company purchased, subject to the terms and conditions set forth therein, substantially all of the assets and liabilities of IITRI;      WHEREAS, pursuant to the terms of the Purchase Agreement, the Company agreed to issue to IITRI warrants to purchase shares of the Company’s $0.01 par value per share common stock ("Common Stock") and the Company did issue one million eighty thousand four hundred thirty-six and eight tenths (1,080,436.8) warrants to IITRI, pursuant to that certain Seller Warrant Agreement (the "Seller Warrant Agreement") dated as of the 20th day of December 2002 (the "Effective Date"), to purchase shares of the Company’s $0.01 par value per share common stock ("Common Stock");      WHEREAS, as of July 1, 2004, IITRI transferred to IIT all its rights and interests in the Seller Warrant Agreement;      WHEREAS, the Company and IIT entered into an agreement captioned First Amendment to the Seller Warrant Agreement effective as of December 16, 2004 (the "First Amendment"), pursuant to which the parties agreed to certain amendments to the Seller Warrant Agreement;

     WHEREAS, the Company and IIT entered into an agreement captioned Second Amendment to the Seller Warrant Agreement effective as of January 24, 2005 (the "Second Amendment"), pursuant to which the parties agreed to certain further amendments to the Seller Warrant Agreement;      WHEREAS, the Company and IIT entered into an agreement captioned Third Amendment to the Seller Warrant Agreement effective as of March 8, 2005 (the "Third Amendment"), pursuant to which the parties agreed to certain further amendments to the Seller Warrant Agreement;      WHEREAS, the Company and IIT entered into an agreement captioned Fourth Amendment to the Seller Warrant Agreement effective as of March 27, 2006 (the "Fourth Amendment"), pursuant to which the parties agreed to certain further amendments to the Seller Warrant Agreement (as amended by the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment, the "Amended Seller Warrant Agreement");      WHEREAS, the Company and IITRI entered into that certain Seller Note Securities Purchase Agreement as of December 20, 2002 (the "Seller Securities Purchase Agreement"), pursuant to which the Company issued to IITRI its 6% junior subordinated promissory note in the principal amount of Thirty-Nine Million Nine Hundred Thousand United States Dollars ($39.9 million);      WHEREAS, as of July 1, 2004, IITRI transferred to IIT all its rights and interests in the Seller Securities Purchase Agreement, and IIT and the Company amended the Seller Securities Purchase Agreement as of that date;      WHEREAS, the Company and IIT entered into an agreement captioned First Amendment to the Seller Note Securities Purchase Agreement as of June 30, 2006 (the "Seller Note Securities Purchase Agreement First Amendment");      WHEREAS, the Company and IIT entered into an agreement captioned Second Amendment to the Seller Note Securities Purchase Agreement as of January 9, 2008 (the "Seller Note Securities Purchase Agreement Second Amendment");      WHEREAS, the Company, IITRI and the Trust entered into a Rights Agreement as of December 20, 2002 (the "Original Rights Agreement" and as amended by the Seller Note Securities Purchase Agreement Third Amendment (as defined below), the "Rights Agreement"), pursuant to which the parties agreed to certain registration and director nomination rights relating to the warrants issued hereunder and Common Stock issued upon exercise of such warrants, and IIT is IITRI’s successor in interest under the Rights Agreement as a result of the aforesaid transfer of IITRI’s rights in and to the Seller Warrant Agreement and the Seller Note Securities Purchase Agreement, as both have been amended, to IIT as of July 1, 2004;      WHEREAS, contemporaneously with the execution of this Amendment and Restatement, the Company and IIT are entering into that certain Third Amendment to the Seller Note Securities Purchase Agreement and First Amendment to Rights Agreement, of even date herewith, (the "Seller Note Securities Purchase Agreement Third Amendment" and collectively Execution Version

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with the Seller Note Securities Purchase Agreement, the Seller Note Securities Purchase Agreement First Amendment, and the Seller Note Securities Purchase Agreement Second Amendment, the "Amended Seller Note Securities Purchase Agreement", and the Company has issued to IIT that certain Second Amended and Restated Seller Note, dated of even date herewith; and      WHEREAS, the parties now wish to further amend the Amended Seller Warrant Agreement and in doing so, restate the full terms and conditions of the Amended Seller Warrant Agreement.      NOW, THEREFORE, in consideration of the premises set forth above, the covenants, representations and warranties contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:      Section 1. Amendment and Restatement; Grant of Warrant .      (a) The parties hereby agree that this Agreement is the full and complete agreement of the parties and hereby restates, in full, the terms of the Agreement.      (b) Upon the terms and subject to the conditions hereinafter set forth, the Company hereby grants to IIT, or its permitted registered transferees (subject to the restrictions set forth herein), an irrevocable right (the "Warrant") to purchase up to One Million Eighty Thousand Four Hundred Thirty-Six and Eight-Tenths (1,080,436.8) shares of Common Stock upon exercise of the Warrant (the "Shares") at an exercise price of $10 per share (the "Exercise Price"), and to exercise the other rights, powers and privileges hereinafter set forth. The Exercise Price and the number of Shares shall be subject to adjustment from time to time as provided in Section 3 hereof. IIT hereby acknowledges its previous receipt of the Warrant, and that no additional warrants are issued or committed to be issued by means of this amendment of the Agreement.      Section 2. Duration and Exercise of Warrant . Subject to Sections 2(b), 4, 5, 6 and 7 herein, the parties hereto agree as follows,      (a) Subject to the remaining provisions of this Agreement, the Warrant may be exercised, in whole or in part, by IIT and/or its permitted transferees (IIT and its permitted transferees are hereinafter referred to individually or collectively as the "Holder") on any business day on or after the Effective Date and through and including September 5, 2013 (the "Expiration Date"). At 5:00 P.M., Eastern Standard Time, on the Expiration Date, the Warrant shall be and become void and of no value to the extent it has not been exercised prior to such time.      (b) The Holder shall not be entitled to exercise any portion of the Warrant unless it has delivered written notice in the form of the Form of Election to Purchase attached hereto as Exhibit A (the "Exercise Notice") to the Company in accordance with Section 15 of this Warrant Agreement ninety (90) days prior to the proposed effective date of such exercise. Subject to the terms of Sections 2(h), 6(b) and 7(b) , the Warrant or a portion thereof, as appropriate, shall be

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deemed to be exercised ninety (90) days from the date (the "Exercise Date") the Company receives the Exercise Notice.      (c) The Holder shall make payment for the exercise of the Warrant, or a portion thereof, as appropriate, in the form of cash, or in lieu of cash, the Holder may elect to receive such number of Shares equal to the value (as determined below) of the exercised Warrant, or portion thereof, by indicating in the Exercise Notice the Holder’s desire to consummate a cashless exercise ("Cashless Exercise Notice"), in which event the Company shall issue to the Holder a number of Shares computed using the following formula:

Where:

     (d) Upon exercise of any portion of the Warrant and payment of the Exercise Price therefor, the Company shall issue to the Holder stock certificates representing the shares of Common Stock underlying such exercised portion of the Warrant, or representing such number of Shares as computed in accordance with Section 2(c) above, as appropriate.      (e) If this Warrant is exercised in respect of less than all of the Shares at the time purchasable hereunder, the Holder hereof shall be entitled to receive a new Warrant covering the number of Shares in respect of which this Warrant shall not have been exercised and setting forth the aggregate Exercise Price applicable to such shares, in which case the Holder shall at the same time surrender this Warrant to the Company for cancellation.      (f) The Shares issuable upon the exercise of this Warrant by the Holder under this Section 2 shall be deemed to have been issued to the Holder at the Exercise Date, and the Holder shall be deemed for all purposes to have become the record holder of such Shares at the Exercise Date.      (g) The Company shall not close its books against the transfer of this Warrant or of any Share issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

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     (h) Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering, a Drag-Along Notice (as defined in Section 6 ), a Tag-Along Notice (as defined in Section 7 ), or a sale of the Company, the exercise of any portion of this Warrant (and the payment of the Exercise Price related thereto) shall be conditioned upon the consummation of the public offering, the transaction which is the subject of such Drag-Along Notice or Tag-Along Notice, or such sale of the Company in which case such exercise shall not be deemed to be effective until the concurrent consummation of such transaction.      (i) The Company shall pay all reasonable expenses, taxes (excluding transfer taxes) and other charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section, regardless of the name or names in which such stock certificates shall be registered. Such stock certificates shall be delivered within five (5) days of the applicable Exercise Date.      (j) The Company will at all times prior to the Expiration Date reserve and keep available such number of authorized shares of its Common Stock, solely for the purpose of issue upon the exercise of the rights represented by this Warrant as may at any time be issuable upon the exercise of this Warrant and such shares issuable upon the exercise of this Warrant shall at no time have an aggregate par value which is in excess of the aggregate Exercise Price.      (k) The Company may at its option issue fractional Shares, or cash representing the then current Fair Value of such fractional Shares, upon any exercise of this Warrant, if appropriate.      Section 3. Adjustment of Number of Shares and Exercise Price .      The number of shares of Common Stock underlying the Warrant and the Exercise Price shall be subject to adjustment from time to time as follows in each applicable instance. With respect to any determination of adjustments to the number of shares of Common Stock or the Exercise Price which may be required by this Section 3 , the Company’s board of directors shall make a good faith determination regarding any adjustment; provided that the holders holding a majority of the Warrant (the "Required Holders") shall be entitled to notify the Company in accordance with Section 15 herein of their disagreement with the board of directors’ determination (other than the determination of Fair Value (as defined in Section 3(c) below), which shall be determined exclusively in accordance with the provisions of Section 3(c) ) of the adjustment within fifteen (15) days following receipt of the writing setting forth any such adjustment. If the Company and the Required Holders cannot resolve such disagreement within ten (10) days of the Company’s receipt of the Required Holders’ notice of disagreement, such adjustment shall be determined by an independent accounting or investment banking firm of recognized national standing selected by the Company and reasonably acceptable to the Required Holders. The determination of such accounting or investment banking firm so made shall be conclusive and binding on the Company and the Holders. The Company shall pay all expenses of such accounting or investment banking firm if the determination of such adjustment is five percent (5%) or more greater than (i.e., more favorable to the Required Holders than) the determination previously made by the board of directors; otherwise the Required Holders shall pay all such expenses.

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     (a) In the event of any change in the outstanding Common Stock of the Company due to stock dividends, consolidations, stock splits or reverse stock splits, the number of shares of Common Stock underlying the Warrant and/or the Exercise Price will be appropriately adjusted, upwards or downwards, so that the Holder thereafter shall be entitled to purchase the number of shares of Common Stock consistent with such change at an exercise price that is proportionate with such change.      (b) If the Company issues or sells any Additional Stock (as defined in Section 3(l) below) for a consideration less than Fair Value (as defined in Section 3(c) herein) as of the date of execution of the binding written agreement providing for such issuance or sale, the Exercise Price for the Warrant which was in effect immediately prior to each such issuance shall be reduced to the "Diluted Price". The Diluted Price shall be calculated in accordance with the following formula for any issuance of Additional Stock in a transaction triggering the rights afforded in this Section 3(b) (the "Trigger Transaction"). The product of the per share consideration and the number of shares of Additional Stock issued in connection with the corresponding Trigger Transaction shall hereinafter be referred to as the "Transaction Price".      The Diluted Price shall equal the product of (i) the Exercise Price (subject to adjustment pursuant to this Section 3 ) and (ii) the quotient of (x) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, rights (including, without limitation, stock appreciation rights ("SARs")) and warrants and the conversion into Common Stock of all convertible securities) plus the number of shares of Additional Stock that would have been issued for the Transaction Price if the per share consideration in the Trigger Transaction had been equal to the Fair Value per Share as of the date of execution of the binding written agreement providing for the issuance of the Additional Stock, divided by (y) the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, rights and warrants and the conversion into Common Stock of all convertible securities) plus the number of shares of Additional Stock issued in connection with the Trigger Transaction.      (c)  Fair Value and Current Market Price .           (i) The "Fair Value", at any given time, shall mean the fair value of the appropriate security (including, without limitation, any share of Common Stock), property, assets, business or entity as determined in good faith by the board of directors of the Company; provided that in connection with any transaction which (1) has an aggregate value of One Million Dollars ($1,000,000) or more, (2) is not based upon a determination of Fair Value set forth in an appraisal performed by an independent appraiser at the Company’s request relating to or in connection with the Alion Science and Technology Corporation Employee Ownership, Savings and Investment Plan (the "ESOP") that is no more than six (6) months old, dated from the date of execution of the appraisal, and (3) is not based upon a determination of Fair Value as set forth in a fairness opinion performed by an independent investment banking firm of recognized national standing at the Company’s request that is no more than six (6) months old, dated from the date of execution of the opinion (provided that with respect to clauses (2) and (3), no event or events have occurred between the date of such appraisal or fairness opinion ( i.e. , the date as of which Fair Value is measured by such appraisal or fairness opinion) and the date of execution of the binding written agreement providing for the transaction in question that would cause the Required Holders to reasonably conclude that the Fair Value at such date of execution

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is greater than the determination of Fair Value reflected in such appraisal or fairness opinion), if, within fifteen (15) days following receipt of the writing setting forth any such determination of Fair Value (a copy of which the Company shall deliver to the Holders promptly after such determination), the Required Holders shall notify the Company in accordance with Section 15 herein of their disagreement with such determination (the "Challenged Determination"), then a new determination of Fair Value shall be made as of the date of execution of the binding written agreement providing for the transaction in question (the "Subsequent Determination"). If clauses (2) or (3) above are applicable, the Subsequent Determination shall be made by the same appraiser or investment banking firm that made the Challenged Determination; otherwise, the Subsequent Determination shall be made by an independent appraiser or independent investment banking firm of recognized national standing, selected by the Company and reasonably satisfactory to the Required Holders, and if the Company shall not have selected an investment banking firm or appraiser within thirty (30) days after its receipt of a writing from the Required Holders containing their disagreement with the board of directors’ determination, then the Required Holders may select such investment banking firm or appraiser. The Subsequent Determination shall be conclusive and binding on the Company and on the Holders. The Company shall pay all of the expenses incurred in connection with any Subsequent Determination, including, without limitation, the expenses of the independent investment banking firm or appraiser engaged to make such Subsequent Determination, if the Subsequent Determination is five percent (5%) or more greater than (i.e., more favorable to the Required Holders than) the Challenged Determination; otherwise the Required Holders shall pay all such expenses. Notwithstanding the foregoing, in the case of any security, if clauses (a), (b) or (c) of the definition of Current Market Price are applicable to such security, then the Fair Value of such security shall be the Current Market Price of such security.           (ii) "Current Market Price" of any security (including, without limitation, any share of Common Stock) as of any date herein specified shall mean the average of the daily closing prices for the twenty (20) consecutive trading days immediately prior to, but not including the day in question (or in the event that a security has been traded for less than twenty (20) days, each of the trading days prior to the day in question on which such security has been traded). The closing price for each day shall be (a) if such security is listed or admitted for trading on any domestic national securities exchange, the closing sale price of such security, regular way, or the average of the closing bid and asked prices thereof if no such sale occurred, in each case as officially reported on the principal securities exchange on which such security is listed, or (b) if not reported as described in clause (a), the closing sale price of such security, or the average of the closing bid and asked prices thereof if no such sale occurred, in each case as reported by the Nasdaq National Market, or any similar system of automated dissemination of quotations of securities prices then in common use, if so quoted, as reported by any member firm of the New York Stock Exchange selected by the Company, or (c) if not quoted as described in clause (b), the average of the closing bid and asked prices for such security as reported by the National Quotation Bureau Incorporated or any similar successor organization, as reported by any member firm of the New York Stock Exchange selected by the Company.      (d) No adjustment of the Exercise Price shall be made in an amount less than one cent per share, provided that any adjustments that are not required to be made by reason of this sentence shall be carried forward and shall be taken into account in any subsequent adjustment made after the date of the event giving rise to the adjustment being carried forward.

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     (e)  Reorganization, Reclassification or Recapitalization of the Company . If and whenever subsequent to the date hereof the Company shall effect (i) any reorganization or reclassification or recapitalization of the capital stock of the Company (other than in the cases referred to in Section 3(a) ), (ii) any consolidation or merger of the Company with or into another Person, (iii) the sale, transfer or other disposition of the property, assets or business of the Company as an entirety or substantially as an entirety or (iv) any other transaction (or any other event shall occur) as a result of which holders of Shares become entitled to receive any Common Stock or other securities and/or property of the Company, any of its Subsidiaries or any other Person (including, without limitation, cash) with respect to or in exchange for the Shares, there shall thereafter be deliverable upon the exercise of this Warrant or any portion thereof (in lieu of or in addition to the Shares theretofore deliverable, as appropriate) the same number of shares of Common Stock or other securities and/or the same amount of property (including, without limitation, cash) to which the holder of the number of Shares which would otherwise have been deliverable upon the exercise of this Warrant or any portion thereof at the time would have been entitled upon such reorganization or reclassification or recapitalization of capital stock, consolidation, merger, sale, transfer, disposition or other transaction or upon the occurrence of such other event, and at the same aggregate Exercise Price. The term "Person" shall mean an individual, a corporation, an association, a joint-stock company, a business trust or other similar organization, a partnership, a limited liability company, a joint venture, a trust, an unincorporated organization or a government or any agency, instrumentality or political subdivision thereof.      Prior to the consummation of any transaction or event described in the preceding sentence, the Company shall make equitable, written adjustments in the application of the provisions set forth herein for the benefit of the Holder, in a manner reasonably satisfactory to the Required Holders so that all such provisions shall thereafter be applicable, as nearly as possible, in relation to any Shares or other securities or other property thereafter deliverable upon exercise of the Warrants and so that the holders of the Warrants will (after exercise) enjoy all of the rights and benefits enjoyed by any holder of Common Stock in connection with any such transaction or event, including, without limitation, any subsequent tender offer or redemption of any such Shares or other securities. Any such adjustment shall be made by and set forth in a supplemental agreement of the Company and/or the successor entity, as applicable, for the benefit of the Holder, and in form and substance reasonably acceptable to the Required Holders, which agreement shall bind the Company and/or the successor entity, as applicable, and all holders of any portion of the Warrant then outstanding and shall be accompanied by a favorable opinion of the regular outside counsel to the Company or the successor entity, as applicable (or such other firm as is reasonably acceptable to the Required Holders), as to the enforceability of such agreement (with standard exceptions).      (f)  Determination of Consideration . For the purposes of this Section 3 , the consideration received or receivable by the Company for the issuance, sale or grant of shares of Common Stock, options, warrants, rights or convertible securities, irrespective of the accounting treatment of such consideration, shall be valued and determined as follows:           (i) Cash Payment . In the case of cash, the gross amount paid by the purchasers without deduction of any accrued interest or dividends, any reasonable expenses paid or incurred and any reasonable underwriting commissions or concessions paid or allowed by the Company in connection with such issue or sale.

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          (ii) Non-Cash Payment . In the case of consideration other than cash, the Fair Value thereof (in any case as of the date immediately preceding the issuance, sale or grant in question).           (iii) Certain Allocations . If shares of Additional Stock are issued or sold together with other securities or other assets of the Company for a consideration which covers more than one of the foregoing categories of securities and assets, the consideration received or receivable (computed as provided in Sections 3(f)(i) and 3(f)(ii) ) shall be allocable to such shares of Additional Stock as reasonably determined in good faith by the board of directors of the Company (provided such allocation is set forth in a written resolution and a certified copy thereof is furnished to the Holder of this Warrant promptly (but in any event within thirty (30) days following its adoption).           (iv) Dividends in Securities . If the Company shall declare a dividend or make any other distribution upon the Common Stock of the Company payable in shares of Additional Stock, such shares of Additional Stock, as the case may be, issuable in payment of such dividend or distribution shall be deemed to have been issued or sold without consideration.           (v) Rights and Convertible Securities . The consideration for which each share of Additional Stock shall be deemed to be issued upon the execution of the binding written agreement providing for the issuance or sale of any Additional Stock shall be determined by dividing (A) the total consideration, if any, received by the Company as consideration for the Additional Stock, as the case may be, plus the minimum aggregate amount of additional consideration, if any, ever payable to the Company upon the exercise of such Additional Stock, as the case may be, but without deduction of any accrued interest or dividends, any reasonable expenses paid or incurred and any reasonable underwriting commissions or concessions paid or allowed by the Company in connection with such issue or sale; by (B) the maximum number of shares of Common Stock issuable upon the exercise of such Additional Stock or attributable to such Additional Stock.           (vi) Merger, Consolidation or Sale of Assets . If any shares of Additional Stock are issued in connection with any merger or consolidation of which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the Fair Value of such portion of the assets and business of the non-surviving corporation as shall be attributable to such Additional Stock, as the case may be.           (vii) Consideration for Underlying Shares .                1. The shares of Common Stock deliverable upon exercise of options or warrants to purchase or rights to subscribe for Common Stock shall be deemed to have been issued for a consideration equal to the consideration (determined in the manner provided in Section 3(f)(i) and/or Section 3(f)(ii) ) if any, received by the Company upon the issuance of such options, warrants or rights plus the minimum exercise price provided in such options, warrants or rights (without taking into account potential antidilution adjustments) for the shares of Common Stock covered thereby.                2. The shares of Common Stock deliverable upon conversion of, or in exchange for, any convertible or exchangeable securities or upon the exercise of options or

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warrants to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof shall be deemed to have been issued for a consideration equal to the consideration, if any, received by the Company for any such securities and related options, warrants or rights, plus the minimum additional consideration, if any, to be received by the Company upon the conversion or exchange of such securities or the exercise of any related options, warrants or rights (the consideration in each case to be determined in the manner provided in Section 3(f)(i) or Section 3(f)(ii) ).      (g)  Shares Outstanding . The number of shares of Common Stock deemed to be outstanding at any given time shall not include shares of Common Stock held by the Company or any Subsidiary of the Company, but shall include shares of Common Stock held by or in the name of the ESOP or any trust associated with the ESOP.      (h)  Maximum Exercise Price . At no time shall the Exercise Price exceed the amount set forth in Section 1 of this Warrant except as a result of an adjustment thereto pursuant to this Section 3 .      (i)  Application . All subdivisions of this Section 3 are intended to operate independently of one another. If a transaction or an event occurs that requires the application of more than one subdivision, all applicable subdivisions shall be given independent effect (but without duplication of adjustment).      (j)  Certificates and Notices .           (i) Adjustments to Exercise Price . As promptly as practicable (but in any event not later than thirty (30) days) after the occurrence of any event requiring any adjustment under this Section 3 to the Exercise Price (or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), the Company shall, at its expense, deliver to the Holder either (i) an officers’ certificate or (ii) a certificate signed by a firm of independent certified public accountants of recognized national standing (which may be the regular auditors of the Company), setting forth in reasonable detail the events requiring the adjustment and the method by which such adjustment was calculated and specifying the adjusted Exercise Price and the number of shares of Common Stock (or other securities) purchasable upon exercise of this Warrant after giving effect to such adjustment. The certificate of any such firm of accountants shall be conclusive and binding evidence for all purposes, absent manifest error, of the correctness of any computation made under this Section 3 .           (ii) Extraordinary Corporate Events . If and whenever the Company subsequent to the date hereof shall propose to (i) pay any dividend to the holders of shares of Common Stock or to make any other distribution to the holders of shares of Common Stock (other than as a regularly scheduled cash dividend), (ii) offer to the holders of shares of Common Stock rights to subscribe for or purchase any additional shares of any class of stock or any other rights or options, (iii) effect any reclassification of the Common Stock or other shares of the Company (other than a reclassification involving merely the subdivision or combination of outstanding shares of Common Stock as provided in Section 3(a) ), (iv) engage in any reorganization or recapitalization or any consolidation or merger, (v) consummate any sale, transfer or other disposition of its property, assets and business as an entirety or substantially as an entirety, (vi) effect any other transaction which requires an adjustment to the Exercise Price

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(or to the number or kind of securities or other property deliverable upon the exercise of this Warrant), or (vii) commence or effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall deliver to the Holder an officers’ certificate giving notice of such proposed action, specifying (A) the date on which the stock transfer books of the Company shall close, or a record shall be taken, for determining the holders of Common Stock entitled to receive such dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, recapitalization, consolidation, merger, sale, transfer, other disposition, transaction, liquidation, dissolution or winding up shall take place or commence, as the case may be, and (B) the date as of which it is expected that holders of Common Stock of record shall be entitled to receive securities or other property deliverable upon such action, if any such date is to be fixed. Such officers’ certificate shall be delivered in the case of any action covered by clause (i) or (ii) above, at least 15 business days prior to the record date for determining holders of Common Stock for purposes of receiving such payment or offer, and, in any other case, at least 15 business days prior to the date upon which such action takes place and 15 business days prior to any record date to determine holders of Common Stock entitled to receive such securities or other property.      (k)  Effect of Failure . Failure to give any certificate or notice, or any defect in any certificate or notice required under this Section 3 shall not affect the legality or validity of the adjustment of the Exercise Price or the number of Shares purchasable upon exercise of this Warrant.      (l) "Additional Stock" shall mean any shares of Common Stock, warrants or rights (including, without limitation, SARs) to purchase Common Stock, or securities convertible into Common Stock, issued or deemed to have been issued by the Company, other than:           (i) SARs issued to employees, consultants, officers or directors of the Company or any of its Subsidiaries with an exercise price no less than Fair Value, except for such amount of SARs that, at the time of issuance, would cause the aggregate number of SARs then outstanding (excluding any SARs that have (x) been exercised, (y) expired, terminated unexercised, or become unexercisable or (z) been forfeited or otherwise terminated, surrendered or canceled) to be in excess of:                (1) two percent (2%) of the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) at the first anniversary of the Effective Date;                (2) four percent (4%) of the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities) at the second anniversary of the Effective Date;                (3) the sum of (a) thirty-three thousand (33,000), plus (b) the amount equal to six percent (6%) of the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities), at the third anniversary of the Effective Date;

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               (4) the sum of (a) thirty-three thousand (33,000), plus (b) the amount equal to nine percent (9%) of the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities), at the fourth anniversary of the Effective Date; and                (5) the sum of (a) thirty-three thousand (33,000), plus (b) the amount equal to twelve percent (12%) of the number of then outstanding shares of Common Stock on a fully diluted basis (assuming the exercise of all outstanding options, warrants and rights and the conversion into Common Stock of all convertible securities), at the fifth anniversary of the Effective Date.           (ii) shares of Common Stock contributed by the Company to any Company benefit plan, including, but not limited to, the ESOP ("Company Contributions"), except for such amount of shares that, at the time of issuance, would cause the aggregate value of all Company Contributions (in each case the total value of a Company Contribution is calculated by multiplying the number of shares of Common Stock contributed by the Fair Value at the time of such contribution) to exceed five percent (5%) of the Company’s aggregate consolidated payroll expenses (i.e., the aggregate payroll expenses of the Company and any of the Company’s Subsidiaries substantially all of whose employees are eligible to participate in such Company benefit plans) from the Effective Date to the date of such contributions, measured at the end of each plan year for such Company benefit plans;           (iii) shares of Common Stock issued to the ESOP in connection with employees’ purchase of ESOP interests after the Effective Date via payroll deductions, at a purchase price which is the lesser of (x) the Fair Value as of the date of issuance of such Common Stock as determined by an independent appraiser in connection with the ESOP ("Full Price Employee Contributions"), or (y) the Fair Value resulting from the immediately preceding appraisal of the Common Stock performed by an independent appraiser in connection with the ESOP ("Price Protected Employee Contributions"), except for such amount of shares that, at the time of issuance, would cause the aggregate value of all Price Protected Employee Contributions (in each case the total value of a Price Protected Employee Contribution shall be the dollar value of the payroll deduction made in connection with such Price Protected Employee Contribution) to exceed five percent (5%) of the Company’s aggregate consolidated payroll expenses (i.e., the aggregate payroll expenses of the Company and any of the Company’s Subsidiaries substantially all of whose employees are eligible to participate in the ESOP) from the Effective Date to the date of such contributions, measured at the end of each plan year for the ESOP;           (iv) shares of Common Stock, warrants for the purchase of shares of Common Stock, including but not limited to that certain seller warrant agreement dated of even date herewith representing warrant number 4, or any other securities or property of the Company, issued to the Holder pursuant to any of its rights or privileges under this Agreement, the Amended Seller Securities Purchase Agreement, the Junior Subordinated Second Amended and Restated Seller Note or otherwise; and           (v) interests or rights designated as phantom stock issued or granted by the Company to employees, consultants, officers or directors of the Company or any of its

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Subsidiaries in accordance with a phantom stock plan to be adopted by the Company’s board of directors after the Effective Date, except for such amount of phantom stock that, at the time of issuance or grant, would cause the aggregate number of shares of phantom stock then outstanding (excluding any shares of phantom stock that have (x) expired, terminated unexercised or become unexercisable, or (y) been forfeited or otherwise terminated, surrendered or cancelled) to be in excess of 3,500,000 shares of phantom stock; provided, however, that nothing in this section 2(l)(v) is intended to authorize, and shall not be construed as authorizing, any action that would limit or otherwise contravene the prohibitions and limitations set forth in Section 11 of the Seller Note Securities Purchase Agreement Third Amendment that is being executed contemporaneously herewith.      (m) In the case of the Company’s contribution, after the Effective Date, of any shares of Common Stock to any Company benefit plan, including but not limited to the ESOP, the consideration for such shares shall be deemed to be equal to the Fair Value of such shares on the date of contribution.      (n) "Subsidiary" means, with respect to any Person, (i) any corporation more than fifty percent (50%) of the outstanding securities having ordinary voting power of which shall at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar business organization more than fifty percent (50%) of the ownership interests having ordinary voting power of which shall at the time be so owned or controlled. Unless otherwise expressly provided, all references herein to a "Subsidiary" means a Subsidiary of the Company.      Section 4. Call Rights .      (a) Subject to the terms and conditions of this Section 4 , at any time on and after August 6, 2013 until and including September 5, 2013, the Company shall have the right to call all or any part of the Warrant, and if the Company exercises such right, the Holder shall be required to sell the amount called to the Company at a purchase price (the "Call Price") determined in accordance with Section 4(b) . The Company may exercise this right multiple times until no portion of the Warrant remains outstanding.      (b) The "Call Price" is equal to the product of (i) the number of shares of Common Stock underlying the Warrant or the portion thereof being purchased pursuant to this Section 4 , and (ii) the difference between the Call Fair Value (as defined below) on the date of the Call Notice (as defined below) and the current Exercise Price on the date of the Call Notice; provided that notwithstanding the foregoing, in no event shall the Call Price be less than zero (0). So long as the ESOP is still in existence, the "Call Fair Value" shall equal the per share value of the Common Stock as set forth in the then most recent appraisal performed by an independent appraiser at the Company’s request in connection with the ESOP. As of any such date on which the call right is exercised by the Company that the ESOP is no longer in existence, t